NED Network lifts the lid on how to chair boards well

The chair of a board, as the ultimate guardian of an organisation, holds a position of great responsibility. With duties as weighty as deciding if an organisation should remain in existence, merge or be split up, it is a role that is not for the fainthearted.

Much of the role comes down to interpersonal skills, being able to manage the group and behavioural dynamics that exist within the boardroom. It isn’t always easy to bring a group of individuals with distinct personality types and diverse skillsets to consensual agreement and to do so requires considerable dexterity, confidence and resolve.

The question of how to chair a board effectively was addressed at a recent event hosted by London Business School’s Leadership Institute in partnership with the Next Generation NED Network, which helps non-executive directors to keep up to speed with the latest issues affecting boardrooms today.

Charles Mayo, General Counsel at Secure Trust Bank and Chair of the Next Generation NED Network, moderated a panel comprising Patrick O’Sullivan, Former Chair of Saga and of Old Mutual; Kathryn Roberts, Chair, Eversheds Sutherlands (International); Rosalind Oakley, CEO of the Association of Chairs; and Margarita Skarkou, NED Innovate UK and UKRI Credit Committee, Next Generation NED Network, Advisory Board.

The panel discussed the chair as a leader; how to chair difficult boards and the chair’s role in succession planning and delivery.

A key takeaway is that chairs require a variety of skills and personal attributes in order to do the job well. Importantly, they need to be strategic facilitators, good listeners and to have an open mindset.

So much of the role is also building a constructive working relationship between the chair and CEO. As the critical friend and trusted advisor to the CEO, there is also a multifaceted element to the role. Indeed, a chair might sometimes be called upon to perform a coaching role with an inexperienced CEO or Founder.

While trust is essential, there is a need for the chair – and indeed other board members – to be sufficiently probing and curious to hold the CEO to account, in a constructive manner. It is not helpful for the board to create (or the chair to allow) a dynamic that is aggressive and “bullying” of the CEO to emerge. Also, as one audience member pointed out, it is not enough for board members to base their intelligence on the board pack instead of building the intuition that is developed by getting out and about in the business. Chairs have a vital role to play in encouraging board members to do just that.

Chairs also play a crucial role in instilling a positive and effective boardroom culture. Skill, behavioural, and bias “rot” can start anywhere on the board and it’s the chair’s job to root it out. Equally important is ensuring that constructive cultural and performance attributes filter down into the C-Suite and below. The board can be potentially blind to some issues and if the spotlight falls on an organisation it won’t always be those in authority / leadership roles who bring it down.

The chair is responsible for shaping culture in the boardroom by facilitating and cultivating the effectiveness of the board and individual directors; both inside and outside the board room. This includes ensuring individual directors exhibit behaviours that are known to drive constructive and healthy board interactions. This responsibility is referenced in Section 2.61 of the Financial Reporting Council’s “Guidance on Board Effectiveness”.

Ultimately, there are many things that chairs need to consider in order to do an effective job, but the reality is that much of the role is about having a deep level of self-awareness, being personable, being able to listen and ensuring that everyone in the room has a voice. At its heart, effective chairing is about being able to interact with others with integrity, clarity, intelligence (particularly emotional intelligence), collegiality, trustworthiness, empathy, a collaborative style (versus a command and control style), and openness to diverse ideas and inputs. It is about balance, objectivity, engagement, interest, consistency, curiosity and a “growth mindset”. When a chair is unable to do this, it significantly increases the risk of a “Disaster in the Boardroom” as per the recent book by Professor Randall S. Peterson and Gerry Brown.